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Government and People
William R. McLucas
December 4, 2007
Hon. Vincent C. Gray
Dear Chairman Gray and Councilmember Evans:
We are pleased that the Council Office of Tax and Revenue Investigation Special Committee ("Special Committee") has asked Wilmer Cutler Pickering Hale and Don LLP to serve as its counsel and look forward to the opportunity to serve the Committee. This letter will confirm our discussion with you regarding the engagement and describe the basis on which our firm will provide legal services to the Special Committee. If you have any questions about any of these provisions, do not hesitate to call, and if any of these terms is not acceptable to you, please notify me immediately.
1. Client; Scope of Representation.
On November 20, 2007, the Council of the District of Columbia passed a resolution (No. 17440):
To establish, on an emergency basis, a special committee to investigate the management, control systems and structures within the Office of Tax and Revenue in the Office of the Chief Financial Officer that permitted millions of dollars of District of Columbia funds to be stolen, and to determine what steps are necessary to ensure the integrity of the Office of Tax and Revenue and that the management, control systems, and structures are adequate to prevent a future occurrence of these fraudulent activities.
2. Fees and Expenses.
As you know, we have agreed to represent the Special Committee in this matter on a pro bono basis. Accordingly, we will not charge the Special Committee for our time in performing services on this matter. The Special Committee has agreed, however, to pay direct charges such as reprographics and other document management costs, computerized research charges, courier and messenger charges, postage, transportation costs, and related expenses up to a total of $200,006. Except as set forth in the Policy on Disbursements and Other Charges attached hereto and incorporated herein, we will bill the Special Committee at cost for charges paid to third parties, and charges for internal services will be billed at, our usual and customary rates for such services. Fees and expenses of others (such as consultants and experts) and other extraordinary expenses wile not be paid by us, but will be billed directly to you, unless other arrangements are agreed to between us. If you have any questions about the nature of these charges, please let me know. We will send you monthly invoices for the direct charges- please review our bills when you receive them so that any questions you may have are raised in a timely fashion. We recognize that any payment in expenditures in excess of $100,000 is subject to further approval of the Council.
We are not agreeing at this time to advance non-routine charges, such as any, payments to third parties, including any experts or consultants who may be retained to assist in this matter. Before retaining -any such persons or entities or incurring such non-routine charges, we will consult with you and obtain your authorization to do so.
We are a large firm with offices in a number of cities in the United States and abroad, and we represent many other companies, organizations, and individuals. We currently represent clients who are adverse to the District on certain matters unrelated to this engagement: and you hereby consent to our continuing to handle those matters. In addition, given the breadth of our practice, it is possible, that during the time we are representing the Special Committee, some, of our present or future clients will be engaged in transactions, or' encounter disputes, with the Special Committee, the Council or the District of Columbia. The Special Committee agrees that we may continue to represent, and may undertake in the future to represent, existing or new clients in any matter that is not substantially related to our work for the Special Committee even if the interests of such clients in those matters are directly adverse to the interests of the District of Columbia, including in particular matters before the Council, courts, and administrative agencies (including the D.C. Office of Tax and Revenue). At no time would we use or disclose any confidential or proprietary information relating to our representation of the Special Committee in connection with our representation of another client without your written consent. You should know that, in similar engagement letters with many of our other clients, we have asked for similar agreements to preserve our ability to represent you. For reasons of conflicts or otherwise, we or the Special Committee may determine that portions of the investigation should be handled by others.
It is also our mutual understanding that we are being engaged by, and will represent, only the Special Committee and not its individual members or any affiliated entities and that our representation of you in this matter will not give rise to any conflict of interest in the event other clients of the firm are or become adverse to such affiliated entity or member of the Special Committee. Further, this will confirm that, unless specifically confirmed otherwise in writing, our representation is not -a representation of any of officers or employees of the Special Committee, the Council, or the District of Columbia.
4. Conclusion of Representation.
Either we or the Special Committee may terminate the engagement at any time for any reason by written notice, subject on our part to our professional obligations to you under applicable rules of professional conduct. Unless previously terminated, our representation of the Special Committee will terminate upon completion of the services for the Matter described above in paragraph 1. Unless the Special Committee engages us after termination of this matter, we will have no continuing obligation to advise it with respect to future legal developments, such as changes in the applicable laws or regulations, that could have an impact on its future n and liabilities.
Following the conclusion of our representation, we will keep confidential any non-public information the Special Committee has supplied to us which we retain in accordance with applicable rules of professional conduct. At the Special Committee's request, we will return s papers and property promptly. The firm will retain its own files pertaining to the matter in accordance with the firm's records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials after a reasonable time following the termination of the engagement.
Once again, we are pleased to have this opportunity to work with the Special Committee. Please call me whenever you have questions or comments during the course of our representation.
Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
Wilmer Cutler Pickering Hale and Dorr LLP
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